Exhibit 10.66


 





AMENDMENT
NO. 1 TO ADVISORY AGREEMENT


 


This AMENDMENT NO. 1 TO ADVISORY AGREEMENT
is made as of February 28, 2018 by and among New York REIT, Inc., a Maryland corporation (together with its subsidiaries, the “Company”),
New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”),
and Winthrop REIT Advisors LLC, a Delaware limited liability company (the “Service Provider”).


 


RECITALS


 


WHEREAS, the Company, the Operating
Partnership and the Service Provider entered into that certain Advisory Agreement, dated as of December 19, 2016, pursuant to which
the Company and the Operating Partnership appointed Service Provider to (i) serve during the Interim Period as their exclusive
advisor with respect to the POL Matters and provide those services set forth in section 3(a) thereof, and (ii) serve as
their advisor from and after the Transition Date, to perform the Services set forth therein in each case on the terms and subject
to the conditions set forth in the Advisory Agreement and subject to the supervision of the Board (the “Advisory Agreement”);
and


 


WHEREAS, pursuant to Section 23 of
the Advisory Agreement, the Company, the Operating Partnership and the Service Provider desire to make certain amendments to the
Advisory Agreement;


 


NOW, THEREFORE, in consideration
of the promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


		1.	Capitalized Terms. Capitalized terms used herein but not specifically defined herein shall have the meaning ascribed
to such terms in the Advisory Agreement.



 


		2.	Term of Agreement. Section 15 of the Advisory Agreement is hereby deleted in its entirety and replaced with the following:



 


“TERM OF AGREEMENT. This Agreement
shall continue in force until March 31, 2018 (the “Initial Term”) and thereafter shat I renew automatically
for successive one month periods (each, an “Automatic Renewal Term”) unless a majority of the Independent
Directors or Service Provider elect to terminate this Agreement in accordance with Section 16 hereof; provided, however,
that this Agreement shall terminate automatically at the effective time of the dissolution of the Company in accordance with a
Plan of Liquidation or, if the assets of the Company are transferred to a liquidating trust (or the Company is converted into a
liquidating entity), the final disposition of the assets transferred by the liquidating trust or entity.”


 






     


     


    

 


		3.	Termination by the Parties. Section 16 of the Advisory Agreement is hereby deleted in its entirety and replaced with
the following:



 


“TERMINATION BY THE PARTIES. This
Agreement may be terminated at the expiration of any Automatic Renewal Term by (x) a majority of the Independent Directors,
without Cause and without penalty, upon written Notice forty-five (45) days’ prior to the end of such term or (y)
Service Provider, without Cause and without penalty, upon written Notice forty-five (45) days’ prior to the end of such term.
Notwithstanding the foregoing, this Agreement (a) shall terminate automatically upon a Change of Control, (b) may
be terminated upon fifteen (15) days’ written Notice by a majority of the Independent Directors with Cause, and (c)
may be terminated upon fifteen (15) days’ written Notice by a majority of the Independent Directors if (i) the chief
executive officer of the Company resigns or is otherwise unavailable to serve as chief executive officer of the Company for any
reason and (ii) Service Provider has not proposed a new chief executive officer who is ready, willing and able to serve
as chief executive officer and is acceptable to a majority of the Independent Directors in the good faith exercise of their discretion.
The provisions of Sections 18 through 30 (inclusive) of this Agreement shall survive any expiration or earlier termination
of this Agreement.”


 


		4.	Compensation of Chief Executive Officer. From and after March 1, 2018, the Company shall reimburse the Advisor for the
compensation of Wendy Silverstein as chief executive officer of the Company or otherwise, in such amounts as may be agreed between
the Advisor and the Company.



 


		5.	Effect of the Agreement. Except as modified by this Amendment No. 1, all of the terms of the Advisory Agreement are
hereby ratified and confirmed and shall remain in full force and effect. This Amendment No. 1 shall be construed as one with the
Advisory Agreement, and the Advisory Agreement shall, where context requires, be read and construed so as to incorporate this Amendment
No. 1.



 


		6.	General Provisions. The terms and provisions of Sections 22 through 30 (inclusive) of the Advisory Agreement are hereby
incorporated by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment No.
1.



 


 


[Signature Page Follows]


 




    2


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Amendment No. 1 as of the date first written above.


 





	 	NEW YORK REIT, INC.
	 	 	 	 
	 	By:	/s/ Randolph C. Read	 
	 		Name:  Randolph C. Read	 
	 	 	Title:    Chairman of the Board	 
	 	 	 	 
	 	 	 	 
	 	NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P.
	 	 	 
	 	By: New York REIT, Inc., its general partner
	 	 	 	 
	 	By:	/s/ Randolph C. Read	 
	 	 	Name:  Randolph C. Read	 
	 	 	Title:    Chairman of the Board	 
	 	 	 	 
	 	 	 	 
	 	WINTHROP REIT ADVISORS LLC
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael L. Ashner	 
	 	 	Name:  Michael L. Ashner	 
	 	 	Title:    Chief Executive Officer	 










    [Signature Page to Amendment No. 1 to Agreement]